Stille: Notice of Annual General Meeting
Stille AB (publ) herby gives notice to attend the Annual General Meeting at Eskilstunavägen 34, 644 30, Torshälla, on May 5th, 2023, at 13.00.
Right to Participate
To participate in the Annual General Meeting, one must be recorded as shareholder in the share register maintained by Euroclear Sweden AB on April 26th, 2023, and no later than April 28th, 2023, at 12.00, to register their participation in the Annual General Meeting to the company.
Shareholders who have their shares registered in the name of a nominee must request the nominee to enter the shareholder into the share register. The shareholder must request the nominee in good time so that the shareholder is entered in the share register kept by Euroclear Sweden AB as of April 28th, 2023. Registration in this way may be temporary.
The shareholders are recalled of their right to request information in accordance with chapter 7, Section 32 of the Swedish Companies Act. The Annual report and complete documents will be available with the company, as well as www.stille.se, at the latest three weeks prior to the meeting and sent to shareholders, and at no cost to the recipient, upon request and provision of their postal address. The annual report will be available on the company's website. The documents will also be available at the meeting.
Registration to participate in the Annual General Meeting can be made by mail to Stille AB, Ekbacken 11, Attn: Annual Meeting 2023, 644 30 Torshälla, and via e-mail: [email protected] phone +46 (8) 588 58 000.
In providing such notice, the shareholder is required to state name, personal registration number or corporate registration number, address, phone number and, in some cases, information about the proxy. Shareholders that wish to be represented by proxy must issue a written dated authorization form for the proxy. Such forms are available at www.stille.se. The proxy, in its original, should be sent to the company. The proxy must submit a copy of the certificate of registration or an equivalent certificate of authority that displays the authorized signatories. Assistants accompanying shareholders are allowed to the meeting only if the shareholder registers the number of assistants, at most two, in accordance with the registration guidelines.
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Election of Secretary of the Meeting.
4. Verification of the voting list.
5. Approval of the agenda.
6. Election of one or two adjusters.
7. Determination of whether the Meeting has been duly convened.
8. President's presentation of the Annual Report and Auditor's Report as well as the consolidated accounts and Auditor's Report on the consolidated accounts for 2022.
9. Decision regarding:
a. adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet,
b. disposition of the Company's profits,
c. resolution regarding discharge from liability of the Board members and of the President.
i. Lars Kvarnhem
ii. Stefan Tell
iii. Thomas Anderzon
iv. Karin Fischer
v. Yonna Olsson
vi. Hanna Ernestam Wilkman (President until 2023-01-19)
10. Determination of the number of Board members and deputy Board members, as well as Auditors and Deputy Auditors to be elected by the Meeting.
11. Determination of the remuneration to the Board members and Auditors.
12. Chairman of the Board provides information on what other assignments the Nominees' to the Board of Directors have in other companies.
13. Election of Board members, Chairman of the Board and Auditors.
14. Resolution on the principals for appointing the Nomination Committee.
15. Resolution on Remuneration Policy for senior executives.
16. Resolution on authorization to the Board of Directors to issue new Shares.
17. Closing of the Meeting.
Proposals for decision to the Annual General Meeting
The Board of Directors and the Nomination Committee, elected in line with the resolution of the Annual General Meeting on May 5th, 2022, proposes the following to the Annual General Meeting:
Election of Chairman of the Meeting (nr. 2).
The nomination committee proposes Lars Kvarnhem to be elected Chairman of the Annual General Meeting.
Disposition of the Company's profits (nr. 9 b).
The Board of Directors proposes the Annual General Meeting a dividend of 1.80 SEK per share for the business year 2022.
The Board of Directors proposes the record date to be May 9th, 2023. If the Annual General Meeting adopts the proposal of the Board of Directors, dividends are to be paid from Euroclear on May 12th, 2023.
Determination of the remuneration to the Board members and Auditors. (nr. 11).The Nomination Committee's proposal;
- Renumeration for members of the Board is proposed to SEK 135.000 (130.000) per year.
- Renumeration for Chairman of the Board is proposed to SEK 340.000 (325.000) per year.
- Auditors shall be remunerated on current account.
Election of Board members, Chairman of the Board and Auditors. (nr. 13)Board Members and Chairman
- Board Members Thomas Anderzon, Stefan Tell, and Yonna Olsson, are proposed for reelection. Karin Fischer has declined reelection.
Proposed for new election:
Per Carlsson, born 1964. Per has substantial experience in executive roles within a number of international companies. Today, Per works as the CFO for Camfil Group with board member assignments in several of the Group's daughter companies. Camfil is a Swedish-owned company and a leading manufacturer of clean air solutions. Camfil Group's turnover is around 12 bSEK.
- Lars Kvarnhem is proposed to be reelected as Chairman.
- Current Auditor, Rådek AB with Johan Rudengren as the principal Auditor, are proposed for reelection.
- Unchanged from current principles, i.e.;
The Nomination Committee should consist of three members representing the three shareholders with the greatest number of shares who are willing to be part of the nominations committee, as well as the chairman of board. The Nomination Committee shall be appointed during the fourth quarter on the basis of their shareholding by the end of the third quarter. The Nomination Committee shall leave proposal for the Annual General Meeting regarding election of Board Members and Chairman, occasionally, the election of Auditors, renumeration of the Board of Director and Auditor's, proposal regarding Chairman of the Annual General Meeting, and the principles of which the Nomination Committee should be appointed.
Resolution on Remuneration Policy for senior executives (nr 15)
The Board of Director proposes to the Annual General Meeting to approve the Board's proposal regarding renumeration policy for senior executives in accordance with the following:
Renumeration of the President and other senior executives is comprised of a basic salary, short-term variable remuneration, pension benefits and other benefits. All pension benefits are defined-contribution based. Short-term variable renumerations are decided by the Board of Directors.
The distribution between the basic wage and, at times, the short-term variable renumeration, should be in proportion with the executive's responsibilities and authority. The short-term variable renumeration is for the President maximized at 40 percent of the annual salary. For other senior executives, it is maximized to 0-30 percent of the annual salary. The variable renumeration for the President and other senior executives is based on the outcome of a number of quantitative parameters, compared to their targets. The quantitative parameters are related to the development of the company's operations and each business year's prioritized matters.
In such events where a member of the board is employed by the company, outside of his or her role as a board member, a market-oriented cash compensation be paid according to the decision of the Board of Directors.
The Board of Directors may deviate from the policy in individual cases in special circumstances.
Resolution on authorization to the Board of Directors to issue new Shares (nr. 16)
The Board of Directors proposes the Annual General Meeting to authorize the Board of Directors to, up until the next Annual General Meeting, issue new shares in the company. Such issuance may deviate from the shareholder's preferential rights. The issuance of new share may only increase the total number of shares by 500.000, meaning around 10% of the total number of shares as per the day of this notice. Payment can be made through an issue of own shares. The authorization to issue new shares may, in accordance with above, be used on one or more occasions. The reason for deviating from the shareholder's preferential rights is that the company should, in case of an acquisition, be given the opportunity to gain one or more owners of strategic importance for the company. The share price of new shares shall be made through a judgement of the market value of the shares. The Annual General Meeting is also proposed to authorize the Board of Directors, the President and whoever the Board of Directors authorize, to make minor adjustments necessary to register the decision with the Swedish Companies Registration Office.
Number of shares and voting rights
The total number of shares in the company as of the date of this notice is 5,013,484 representing a total of 5,013,484 voting rights. As of that date the company does not own any of its own shares.
Processing of personal data
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Torshälla, April 5th, 2023.